SCHEDULE
to the
Master Agreement
(Local Currency - Single Jurisdiction)
dated as of March 18, 0000
Xxxxxxx
Xxxxxxxx, X.X., Xxx Xxxx, a national banking association located at 000 Xxxx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 ("Party"), and PECO Energy Transition Trust,
a business trust existing under the laws of the State of Delaware ("Party Y").
Part 1
Termination Provisions
In this Agreement:
(a) "Specified Entity" means in relation to Party X for the purpose of:
Section 5(a)(v), Inapplicable
Section 5(a)(vi), Inapplicable
Section 5(a)(vii), Inapplicable
Section 5(b)(ii), Inapplicable
in relation to Party Y for the purpose of:
Section 5(a)(v), Inapplicable
Section 5(a)(vi), Inapplicable
Section 5(a)(vii), Inapplicable
Section 5(b)(ii), Inapplicable
(b) "Specified Transaction" will have the meaning specified in Section 12 of
this Agreement.
(c) The "Failure to Pay or Deliver" provisions of Section 5(a)(i) will apply to
Party X and Party Y; provided, however, that (i) failure by the party to
make, when due, any payment under this Agreement or delivery under Section
2(a)(i) or 2(d) required to be made by it will constitute an Event of
Default if such failure is not remedied on or before the fifth Local
Business Day after the occurrence of such failure. Upon the occurrence of
an Event of Default under Section 5(a)(i) with Party X as the Defaulting
Party, Party Y shall appoint a Swap Agent meeting the qualifications
therefor set forth in Section 7(c)(ii) of this Agreement (as amended by
Part 4(e) of this Schedule) who shall have 30 days to locate a Replacement
Counterparty and Party Y may assign Party X's rights and obligations under
this Agreement to such Replacement Counterparty, all in accordance with the
procedures set forth in Section 7(c)(iii) of this Agreement (as amended by
Part 4(e) of this Schedule). If, upon the conclusion of such 30 day period,
Party X's rights and obligations under this Agreement have not been
assigned to such Replacement Counterparty, Party Y may declare an Early
Termination Date which shall be as of the end of such 30 day period. The
provisions of Sections 7(c)(iv) and 7(c)(v) of this Agreement (each as
amended by Part 4 (e) of this Schedule) shall apply to any assignment of or
efforts to assign Party X's rights and obligations pursuant to this clause
(c).
(d) The "Breach of Agreement" provisions of Section 5(a)(ii) will be
inapplicable to Party Y.
(e) The "Credit Support Default" provisions of Section 5(a)(iii) will be
inapplicable to Party Y.
(f) The "Misrepresentation" provisions of Section 5(a)(iv) will be inapplicable
to Party Y.
(g) The "Default Under Specified Transaction" provisions of Section 5(a)(v)
will be inapplicable to either Party X or Party Y.
(h) The "Cross Default" provisions of Section 5(a)(vi) will be inapplicable to
either Party X or Party Y.
(i) The "Credit Event Upon Merger" provisions of Section 5(b)(ii) will be
inapplicable to either Party X or Party Y.
(j) Each of the following shall constitute Additional Termination Events: (i)
the Series 1999-A Class A-5 Transition Bonds being called for an optional
redemption, (ii) the principal and interest on the Series 1999-A Class A-5
Transition Bonds being declared immediately due and payable pursuant to the
Indenture and (iii) the events specified in Section 7(c) of this Agreement
(as amended by Part 4(e) of this Schedule) as Additional Termination Events
regardless of whether Party X's rights and obligations under this Agreement
are assigned to a Replacement Counterparty. In the case of the Additional
Termination Event specified in clause (i) of this paragraph, this Agreement
shall automatically early terminate effective on the Redemption Date for
the Series 1999-A Class A-5 Transition Bonds without any action by Party X
or Party Y and there shall be no early termination payment arising from
such Additional Termination Event. In the case of the Additional
Termination Event specified in clause (ii) of this paragraph, Party Y shall
be the Affected Party and either Party X or Party Y may elect to declare an
Early Termination Date, in which case such Early Termination Date shall be
the date upon which principal and interest thereon was declared immediately
due and payable. In the case of the Additional Termination Event specified
in clause (iii) of this paragraph the Affected Party shall be Party X and
only Party Y may elect to declare an Early Termination Date, in which case
such Early Termination Date shall be the date declared as provided in
Section 7(c) of this Agreement.
(k) The "Automatic Early Termination" provisions of Section 6(a) will not apply
to Party X or Party Y.
(l) Payments on Early Termination. For the purpose of Section 6(e) of this
Agreement the Second Method and Market Quotation will apply provided,
however, that no payment shall be owed by either Party X or Party Y if the
event giving rise to the termination is an optional redemption of the
Series 1999-A Class A-5 Transition Bonds. In no event shall Party Y be
obligated to pay any amount determined in accordance with Section
6(e)(i)(3) unless and until the Transition Bonds have been fully paid and
discharged in accordance with their terms under the Indenture. Party X
agrees that any claims of Party X under this Agreement are subordinated to
the claims of the Transition Bondholders against Party Y. Party Y covenants
and agrees that under no circumstances will any amounts be distributed to
the beneficiary of Party Y as a dividend, distribution or return of capital
until such time as all amounts owed to Party X have been fully and finally
paid. Party Y further agrees to reimburse Party X for payments made by
Party X to Party Y in respect of termination of this Agreement to the
extent that amounts in compensation for the termination of this Agreement
are received by Party Y from any person other than Party X.
Part 2
Documents to be Delivered
For the purpose of Section 4(a):
(a) Tax forms, documents or certificates to be delivered are:
Each party agrees to complete, accurately and in a manner reasonably
satisfactory to the other party, and to execute, arrange for any required
certification of, and deliver to the other party (or to such government or
taxing authority as the other party reasonably directs), any form or
document (including, but not limited to, United States Internal Revenue
Service Forms 1001, 4224, and W-9) that may be required or reasonably
requested in order to allow the other party to make a payment under this
Agreement without any deduction or withholding for or on account of any Tax
or with such deduction or withholding at reduced rate, promptly upon the
earlier of (i) reasonable demand by the other party and (ii) learning that
the form or document is required.
(b) Other documents to be delivered are:
(i) At the execution of this Agreement, each party shall deliver to
the other party, certified evidence of the authority, incumbency
and specimen signature of each authorized person executing any
document on its behalf and on behalf of its Credit Support
Provider, if any, in connection with this Agreement. Such
evidence is covered by the Section 3(d) representation.
(ii) Party X upon request shall promptly deliver to the other party, a
copy of its most recent Annual Report containing consolidated
balance sheets prepared in accordance with accounting principles
that are generally accepted for institutions of its type in the
jurisdiction of its organization consistently applied and
certified by independent public accountants, provided, that Party
X shall not be required to deliver such information so long as
such information is publicly available to Party Y. Such
information is covered by the Section 3(d) representation so long
as such information is either provided by Party X or is obtained
from publicly available information that has been provided by
Party X.
(iii)Party X upon request shall promptly deliver to the other party,
if available, a copy of its most recent unaudited interim
consolidated balance sheets prepared in accordance with
accounting principles that are generally accepted for
institutions of its type in the jurisdiction of its organization
in each case consistently applied, provided that Party X shall
not be required to deliver such information so long as such
information is publicly available to Party Y. Such information is
covered by the Section 3(d) representation so long as such
information is either provided by Party X or is obtained from
publicly available information that has been provided by Party X.
(iv) Each party shall promptly deliver to the other party an opinion
of counsel, including, if applicable, an opinion in respect of
any Credit Support Document, substantially in the form of Annex
A. Party Y shall further deliver to Party X letters from counsel
to Party Y to the collective effect that Party X may rely on the
opinions of such counsel regarding authorization, execution,
delivery and enforceability of the Sale Agreement, the Servicing
Agreement and the Indenture as if such opinions were addressed to
Party X. Documents delivered pursuant to this clause (iv) are not
covered by the Section 3(d) representation.
(v) Each party upon request shall promptly deliver to the other party
such other public information respecting its condition or
operations, financial or otherwise, as may reasonably be
requested from time to time provided that Party X shall not be
required to deliver such information so long as such information
is publicly available to Party Y. Such information is covered by
the Section 3(d) representation so long as such information is
either provided by Party X or is obtained from publicly available
information that has been provided by Party X.
Part 3
Miscellaneous
(a) Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to
choice of laws doctrine, except that (i) the capacity, power or authority
of Party Y to enter into this Agreement and any issue relating to the
interpretation of Party Y's resolution authorizing this Agreement will be
governed by and construed in accordance with the laws of the State of
Delaware and (ii) any issue relating to the interpretation of the Indenture
applicable to Party Y will be governed and construed in accordance with the
laws of the Commonwealth of Pennsylvania. Section 11(b)(i) of this
Agreement is deleted and in substitution is amended by adding thereto the
following: "(ii) regardless of the law which applies to this Agreement,
with respect to any Proceedings, each party irrevocably submits to the
non-exclusive jurisdiction of the courts of the States of Delaware and New
York and the United States District Courts for the District of Delaware and
the Southern District of New York; and".
(b) "Affiliate" will have the meaning specified in Section 12, but as to Party
Y will not include PECO Energy Company or affiliates thereof.
(c) Addresses for Notices. For the purpose of Section 10:
Address for notices or communications to Party X:
Address: 000 Xxxx Xxxxxx 0xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Vice President in charge of Global Derivatives
Address for Notices or communications to Party Y:
Address: c/o First Union Trust Company National Association
One Xxxxxx Square 000 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Telephone No.: 000-000-0000
(d) Credit Support Document. Details of any Credit Support Document:
Party X - None.
Party Y - None.
(e) Credit Support Provider. Party X - None.
Party Y - None; it being understood that in no event shall the Bond Trustee
be deemed to be a Credit Support Provider.
(f) Calculation Agent. The Calculation Agent is Party X, unless specified
otherwise in a Confirmation in relation to the relevant Transaction;
provided, however, that, if Party Y objects to any calculation, Party X and
Party Y will negotiate in good faith to agree on an independent swaps
dealer of the highest credit standing to make such calculation, which will
be binding on Party X and Party Y absent manifest error. The costs of such
dealer will be borne equally by Party X and Party Y. If Party X is a
Defaulting Party, the Calculation Agent will be Party Y. Party X agrees
that on or prior to each Interest Determination Date it will notify the
Servicer of LIBOR as determined by Party X.
Part 4
Other Provisions
(a) ISDA Definitions. The 1991 ISDA Definitions (the "1991 Definitions") as
published by the International Swaps and Derivatives Association, Inc.,
shall be deemed a part of this Agreement as if fully set forth herein. The
1991 Definitions and the provisions of Section 12 of this Agreement shall
be deemed a part of each Confirmation as if set forth in full therein.
(b) Interpretation. In the event of any inconsistency between the provisions of
the Schedule and the Definitions, this Schedule will prevail. In the event
of any inconsistency between the provisions of this Schedule and the
printed Agreement of which it forms a part, this Schedule will prevail. In
the event of any inconsistency between the provisions of any Confirmation
and this Schedule, such Confirmation will prevail for the purpose of the
relevant Transaction.
(c) Expenses. Section 9 of this Agreement, bearing the heading "Expenses," is
amended as follows: (1) on the first line strike the first word "A" and
insert before the words "Defaulting Party" the words: "Party X, if it is
the"; (2) on the first line strike the words "the other party" and insert
therein the words "Party Y"; (3) on the second line strike the words "such
other party" and insert therein the words "Party Y"; (4) on the fifth line,
after the words "costs of collection" and before the "." insert
the words ", and all fees, costs and expenses paid or payable by Party Y to
Reference market-makers to the extent necessary to determine or obtain
Market Quotations."; and (5) at the end of the paragraph insert: "If Party
Y is a Defaulting Party by reason of an early termination of any
Transaction, Party X will not except as provided in Section 6 of this
Agreement (as amended by Part 1(l) of this Schedule) request
indemnification from Party Y and Party Y will not indemnify Party X for any
resulting expenses, including any actual or consequential losses or damages
incurred by Party X."
(d) Consent to Recording. Each party consents to the recording of the telephone
conversations of relevant personnel of the parties and their Affiliates in
connection with this Agreement or any potential Transaction.
(e) Transfer. The Transfer provision of Section 7 is amended by: (A) deleting
at the end of subparagraph (b) the period and replacing it with A; and
(B) adding the following new subparagraph (c):
(c) in the event of a Downgrade Event (as defined below), an assignment of
Party X's rights and obligations under this Agreement may be required as
follows:
(i) For the purpose of this Agreement, "Downgrade Event" means either (A) a
failure of Party X to maintain ratings by both of the Required Rating
Agencies at least equal to the Required Rating therefor or (B) the failure
of Party X to maintain in effect any arrangements established pursuant to
subparagraph (c) (ii) below unless the Rating Agency Condition is satisfied
in connection therewith. "Qualified Replacement Counterparty" means a
Replacement Counterparty that (X) satisfies the Required Rating for each of
the Required Rating Agencies or (Y) enters into such other arrangement as
will result in the Series 1999-A Class A-5 Transition Bonds receiving a
rating not less than would be received if such Replacement Counterparty
satisfied the Required Rating for each of the Required Rating Agencies.
"Rating Agency" means any rating agency rating the Series 1999-A Class A-5
Transition Bonds at the time of issuance thereof at the request of Party Y.
If no such organization or successor is any longer in existence, "Rating
Agency" shall be a nationally recognized statistical rating organization or
other comparable person designated by Party Y. "Rating Agency Condition"
means, with respect to any action, the notification in writing by each
Rating Agency to, among others, Party Y, that such action will not result
in a reduction or withdrawal of the then current rating by such Rating
Agency of the Series 1999-A Class A-5 Transition Bonds. "Replacement
Counterparty" means a replacement for Party X selected as provided in this
Clause (c). "Required Rating" means Aa3 in the case of Xxxxx'x Investors
Service, Inc. ("Moody's") and either AA or A-l+ in the case of Standard &
Poor's Ratings Group ("Standard & Poor's"). "Required Rating Agencies"
means both Moody's and Standard & Poor's.
(ii) In the event of a Downgrade Event, Party X must either (A) assign its
rights and obligations under this Agreement to a Qualified Replacement
Counterparty or (B) establish such other arrangement as will satisfy the
Rating Agency Condition, which may include providing a guaranty of its
obligations hereunder or collateralizing any net present value of its
obligations hereunder.
(iii) If, within 30 days of a Downgrade Event, Party X has not successfully made
the assignment or established the arrangement specified in subparagraph
(c)(ii) above, then Party Y shall appoint a recognized swap dealer which is
a member of the International Swaps and Derivatives Association, Inc. with
capital and surplus of at least $50 million (the "Swap Agent") to
independently solicit a Replacement Counterparty, who shall not be the Swap
Agent or an Affiliate thereof, for a period not exceeding 30 days. During
such 30 day period, the Swap Agent shall seek to find a Qualified
Replacement Counterparty, or if a Qualified Replacement Counterparty cannot
be found, the Swap Agent will identify the highest rated Replacement
Counterparty available that in any event is rated above Party X by at least
one of the Required Rating Agencies. In either case, during such 30 day
period the Swap Agent shall be limited to obtaining a Qualified Replacement
Counterparty or Replacement Counterparty who is willing to intermediate the
credit risk of Party X to Party Y by entering into a transaction with Party
X under terms substantially the same as this Agreement to hedge or offset
the risk that such Qualified Replacement Counterparty or Replacement
Counterparty has to Party Y under this Agreement. If the Swap Agent is
successful in identifying a Replacement Counterparty, Party Y may execute
an agreement (substantially in the form of this Agreement) with the
Replacement Counterparty and this Agreement and Party X's rights and
obligations shall be deemed to have been assigned to such Replacement
Counterparty effective as of the Payment Date immediately succeeding such
execution, without any further action by Party X. Party X shall be deemed
to have consented to such assignment and to have entered into another
transaction with the Replacement Counterparty on substantially the same
terms as this Agreement but with the Replacement Counterparty as Party Y
thereunder. Upon such assignment, Party X shall be released from all
further obligations and liabilities arising under this Agreement after the
effective date of such assignment except that Party X shall be liable for
any amount paid to the Replacement Counterparty for assuming Party X's
rights and obligations under this Agreement and shall receive any amounts
paid by such Replacement Counterparty to assume such rights and obligations
and Party X's obligations regarding the costs of soliciting a Replacement
Counterparty pursuant to subparagraph (c)(iv) and for fees and expenses
pursuant to subparagraph (v) below until an assignment to a Qualified
Replacement Counterparty is successfully completed shall survive. If, upon
the conclusion of such 30 day period, a Qualified Replacement Counterparty
has not assumed Party X's rights and obligations under this Agreement, an
Additional Termination Event will occur with Party X as the Affected Party
and Party Y, in its sole discretion, may determine whether or not to (i)
replace Party X with a prospective Replacement Counterparty, if any, and/or
(ii) declare an Early Termination Date, which shall be as of the end of
such 30 day period.
(iv) If a Downgrade Event shall have occurred and Party X's rights and
obligations under this Agreement have not been assigned to a Qualified
Replacement Counterparty pursuant to subparagraphs (c) (ii) or (iii) above
and Party X has not established and maintained in effect the other
arrangements specified in subparagraph (c)(ii) above, Party Y shall appoint
a Swap Agent to independently solicit a Replacement Counterparty more
satisfactory to each of the Rating Agencies in accordance with the
procedure set forth in subparagraph (c) (iii) above, provided, however,
that such Replacement Counterparty shall not be required to enter into a
transaction with Party X to intermediate, hedge or offset risk. Such search
shall be renewed every 6 months thereafter until an assignment to a
Qualified Replacement Counterparty has been successfully completed. The
costs of such solicitation shall be paid by the original Party X in
accordance with the next subparagraph (c)(v). At the conclusion of each
such 6 month period in which an assignment to a Qualified Replacement
Counterparty has not been successfully completed, an Additional Termination
Event will occur with Party X as the Affected Party and Party Y, in its
sole discretion, may determine whether or not to (i) replace the then
current Party X with a prospective Replacement Counterparty, if any, and/or
(ii) declare an Early Termination Date, which shall be as of the end of
such 6 month period. The original Party X shall not be liable for any
termination payments in connection with any termination occurring after it
has been replaced by a Replacement Counterparty or a Qualified Replacement
Counterparty.
(v) In all circumstances, Party X shall be responsible for the payment of the
Swap Agent's reasonable fees and all other reasonable fees and expenses of
Party Y as a result of any assignment or proposed assignment hereunder, and
shall promptly make such payments."
(f) Waiver of Jury Trial. Each party irrevocably waives any and all rights to
trial by jury in any legal proceeding instituted in connection with this
Agreement or any Transaction to the fullest extent permitted by law. As to
any matter for which a jury trial cannot be waived, each party agrees riot
to assert any such matter as a cross claim or counterclaim in, nor move to
consolidate the same with, any legal proceeding in which a jury trial is
waived.
(g) Parties to Rely on Their Own Expertise. Each party shall enter into each
Transaction governed by this Agreement in reliance only upon its own
judgment. Neither party holds itself out as advising, or any of its
employees or agents as having the authority to advise, the other party as
to whether or not it should enter into any such Transaction or as to any
subsequent actions relating thereto or on any other commercial matters
concerned with any Transaction governed by this Agreement, and neither
party shall have any responsibility or liability whatsoever in respect of
any advice of this nature given, or views expressed, by it or any of such
persons to the other party, whether or not such advice is given or such
views are expressed at the request of the other party.
(h) Immunity of Members of Party Y. No representation or agreement contained in
this Agreement shall be deemed to be the covenant or agreement of any
trustee, officer, attorney, agent or employee of Party Y or any Credit
Support Provider thereof in an individual capacity. No recourse shall be
had for any payment under this Agreement or any claim based hereon against
any trustee, officer, agent, attorney or employee of Party Y or any Credit
Support Provider thereof past, present or future, or its successors or
assigns, as such, either directly or through Party Y or any Credit Support
Provider thereof, or any such successor corporation, whether by virtue of
any constitutional provision, statutes or rule of law, or by the
enforcement of any assessment or penalty, or otherwise, all of such
liability of such trustee, officers, agents, attorneys or employees being
hereby released as a condition of and as a consideration for the execution
and delivery of this Agreement.
(i) Facsimile and Telex Confirmation. The parties agree that they may from time
to time confirm the terms and conditions of any Transaction entered into
between them pursuant to the terms of this Agreement by means of a telex or
facsimile transmission from one party to another followed by a telex or
facsimile transmission confirming the terms of the Transaction and any such
exchange of telexes or facsimile transmissions shall constitute a
Confirmation for all purposes hereunder.
(j) Counterparts. The Agreement and this Schedule may be executed in several
counterparts, each of which shall be an original and all of which shall
together constitute one instrument.
(k) No Bankruptcy Petition. Prior to the date that is one year and one day
after the date upon which all amounts payable in respect of Transition
Bonds issued by PECO Energy Transition Trust (the "Transition Bonds") have
been paid in accordance with the terms thereof, Party X shall not institute
against, or join any other person in instituting against, Party Y, any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any federal or state bankruptcy or
similar law (including proceedings seeking to consolidate the assets of
Party Y and PECO Energy Company), provided that Party X may assert its own
claims against Party Y once any such proceedings have been instituted by
another person.
(l) Accuracy of Specified Information. Section 3(d) is hereby amended by adding
in the third line thereof after the word "respect" and before the period
the words "or, in the case of audited or unaudited financial statements or
balance sheets, a fair presentation of the financial condition of the
relevant person (but unaudited financial statements or balance sheets shall
be subject to year end adjustments)".
(m) Additional Representations. Section 3 is hereby amended by adding the
following additional Subsections:
(g) No Agency. It is entering into this Agreement and each Transaction as
principal (and not as agent or in any other capacity, fiduciary or
otherwise).
(h) Line of Business. It has entered into this Agreement (including each
Transaction evidenced hereby) in conjunction with the line of business
(including financial intermediation services) or the financing of its
business.
(i) Eligible Swap Participant. It is an Eligible Swap Participant as
defined in 17 C.F.R. SS. 35.1(b)(2)(vi).
(n) Illegality. The definition of "Illegality" in Section 5(b)(i) is hereby
amended by adding in the first and third lines thereof after the word
"applicable" and before the word "law" the words "United States federal or
state". It is agreed that the parties will not treat any event as an
"Illegality" without the prior receipt of a written opinion from an
independent law firm experienced in swap agreements, selected by the
parties, that an "Illegality" exists. No termination payments shall be owed
by either Party X or Party Y as a result of any illegality.
(o) No Recourse. Party Y's Transition Bonds, and all Series and Classes thereof
represent a beneficial interest in the property of Party Y only and do not
represent an interest in or obligation of either Party X or the holders of
the Transition Bonds, and no recourse may be (i) had by the holders of the
Transition Bonds against Party X or its assets with respect to the
Transition Bonds and/or this Agreement or (ii) had by Party X against the
holders of the Transition Bonds for any reason. Without limitation of Party
X's rights under Section 5(a)(i) of this Agreement, Party Y's obligations
to Party X under this Agreement and each Confirmation are payable only if
all amounts first required to be paid to Party Y's Transition Bondholders
have been paid in accordance with the terms of the Indenture.
(p) Equitable Relief. Party X shall not request that any court issue attachment
remedies against Party Y with respect to any lawsuit, dispute or claim
under this Agreement.
(q) Regarding Party X. Party Y acknowledges and agrees that Party X had no
involvement in arid, accordingly, accepts no responsibility for: (i) the
establishment, structure, or choice of assets of Party Y or any series;
(ii) the selection of any person performing services for or acting on
behalf of Party Y; (iii) the selection of Party X as a swap provider; (iv)
the terms of the Transition Bonds; (v) the preparation of or passing on the
disclosure and other information contained in any offering circular,
prospectus, series supplement, trust deed, or any other agreements or
documents used by Party Y or any other party in connection with the
marketing and sale of the Transition Bonds, except with respect to written
information furnished to Party Y by Party X which describes Party X for use
in Party Y's required disclosure documents; (vi) the ongoing operations and
administration of Party Y, including the furnishing of any information to
Party Y which is not specifically required under this Agreement; or (vii)
any other aspect of Party Y's existence except for those matters
specifically identified in this Agreement.
(r) Certain Definitions. Section 1(a) of this Agreement is hereby amended by
adding the following sentence "All capitalized terms used in this Schedule
and not defined herein shall have the meanings as set forth in that certain
Indenture dated March 1, 1999 between Party Y and The Bank of New York (the
"Indenture")."
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly
authorized officers as of the date hereof.
CITIBANK, N.A., NEW YORK PECO ENERGY TRANSITION TRUST
By: /s/ Xxxxxxx Xxxxxxxxx By: /s/ Xxxxxx Xxxxxxx
-------------------------- -------------------------
Name: Xxxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxx
Title: Vice President Title: Beneficiary Trustee
